MRG METALS LIMITED — AGM Information 2011

Oct 23, 2011

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MRG METALS LIMITED

ABN 83 148 938 532

NOTICE OF

2011 ANNUAL GENERAL MEETING INCLUDING EXPLANATORY MEMORANDUM AND PROXY FORM

TIME: 3.00PM (AEST)

DATE: 25 NOVEMBER 2011

ADDRESS: Level 8, 350 Collins Street MELBOURNE VICTORIA 3000

This Notice of General Meeting should be read in its entirety. If you are in doubt as to how to vote at the meeting you should seek advice from your accountant, solicitor or other professional advisor before voting.

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Who may Vote

The Company has determined that only Shareholders holding Shares as at 7.00 p.m. (AEST) on Wednesday 23 November 2011 will be entitled to vote at the Annual General Meeting on Friday 25 November 2011 or at any adjourned meeting.

How to Vote

You may vote by attending the Annual General Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the time and place set out above.

If you plan on attending the Annual General Meeting, we encourage you to arrive at the venue 30 minutes prior to the time designated so that the Company may check your shareholding against the Company's Share register and note your attendance.

In order to vote in person at the Annual General Meeting, a corporation that is a Shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring evidence of his or her appointment, including any authority under which such appointment is signed.

Voting by Proxy

You are entitled to appoint a proxy.

The proxy need not be a Shareholder of the Company.

If you are entitled to cast two (2) or more votes you may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible so that it is received not later than 3.00pm AEST on 23 November 2011 by the Company’s share registry.

Proxies can be submitted by one of the following methods:

By post:	MRG Metals Limited PO Box 237 Ballarat VIC 3353
By facsimile:	In Australia: 03 5333 1667 From outside Australia: + 61 3 5333 1667
By delivery:	MRG Metals Limited C/- RSM Bird Cameron Level 1, 1-3 Bath Lane Ballarat VIC 3350

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New sections 250BB and 250BC of the Corporations Act took effect on 1 August 2011 (whether or not the proxy was appointed before, on or after that date). Shareholders and their proxies should be aware of these changes to the Corporations Act as they will apply to the meeting.

Under the amended provisions, a proxy appointment may be directed (in that it specifies how you wish your proxy to vote) or undirected (in that your proxy may choose how to exercise your vote).

If a proxy appointment is directed:

• (a) the proxy need not vote on a show of hands, but if it does, the proxy must vote as directed;

• (b) if the proxy has 2 or more appointments that specify different ways to vote on a particular resolution, the proxy must not vote on a show of hands;

• (c) if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll and must vote as directed; and

• (d) if the proxy is not the chair of the meeting, the proxy need not vote on the poll but if the proxy does so, the proxy must vote as directed.

• If, at the meeting, a poll is called and an appointed proxy who is not the chair of the meeting either:

• (a) is not recorded as attending (where a record of attendance is made); or

• (b) the proxy does not vote on the resolution, then, the chair of the meeting is taken to have been appointed the proxy.

Your vote is important as it impacts the future direction of your company. If you are in any doubt as to the operation of these new legislative provisions regarding proxy appointment and voting, please contact your legal, financial or other professional adviser.

Further information

Further details of the resolutions in this Notice of Annual General Meeting are contained in the Explanatory Memorandum accompanying this Notice of Annual General Meeting. The Explanatory Memorandum should be read together with and forms part of this notice.

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MRG METALS LIMITED ABN 83 148 938 532

MRG Metals Limited (Company) gives notice that its Annual General Meeting of Shareholders will be held at 3.00 pm AEST on 25 November 2011 at Level 8, 350 Collins Street, Melbourne Victoria 3000.

The accompanying Explanatory Memorandum provides additional information on the matters to be considered at the Annual General Meeting and forms part of this Notice of General Meeting.

Certain terms and abbreviations used in this Notice of General Meeting and the accompanying Explanatory Memorandum are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the Financial Reports of the Company and the consolidated entity for the financial period 24 January 2011 to 30 June 2011, the declaration of Directors and the reports of the Directors and Auditor thereon.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (ORDINARY RESOLUTION)

The Company is submitting its remuneration report to Shareholders for consideration and adoption by way of nonbinding resolution.

The remuneration report is set out in the Company’s Annual Report 2011. The report explains the Board’s policies in relation to the nature and level of remuneration paid to directors and secretary of the Company and sets out remuneration details for each director. A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company adopt the Remuneration Report.”

Shareholders should note this resolution is advisory only and does not bind the Directors or the Company. Shareholders should refer to the Explanatory Memorandum accompanying this Notice for more information.

RESOLUTION 2 – RE-APPOINTMENT OF DIRECTOR (ORDINARY RESOLUTION)

Mr. Shane Turner is retiring by rotation pursuant to clause 15.3 of the Company’s Constitution and the provisions of the Corporations Act and being eligible offers himself for re-appointment.

To consider and, if thought fit, to pass the following, as ordinary resolution:

• “That Mr. Shane Turner be re-appointed as a director of the Company.”

SPECIAL BUSINESS

RESOLUTION 3 – AMENDMENT TO CONSTITUTION (SPECIAL RESOLUTION)

To consider and, if thought fit, to pass the following resolution as a special resolution:

• "That the following amendments be made to the existing Constitution:

• (a) the definition of "ASTC" in clause 1.1 of the Constitution be repealed and all references to "ASTC" be replaced with references to "ASX Settlement" in clauses 1.1 and 8.3;

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• (b) the definition of "ASTC Settlement Rules" in clause 1.1 of the Constitution be repealed and all references to "ASTC Settlement Rules" be replaced with references to "ASX Settlement Operating Rules" in clauses 1.1, 1.6, 4.1, 4.2, 5.2, 5.3, 5.4, 8.1, 8.2, 8.3, 12.1 and 12.5;

• (c) the following new definition be inserted in clause 1.1 of the Constitution:

" ASX Settlement means ASX Settlement Pty Ltd ACN 008 504 532;"

• (d) the following new definition be inserted in clause 1.1 of the Constitution:

" ASX Settlement Operating Rules means the rules of ASX Settlement from time to time;"

• (e) the definition of "Issuer Sponsored Subregister" in clause 1.1 of the Constitution be repealed;

• (f) clause 8.1(b) of the Constitution be repealed and replaced with the following:

"The Company may impose a charge for such actions except where a charge is not permitted by the Listing Rules."

(g) clause 15.1(a) of the Constitution be repealed and replaced with the following: "There must be at least 3 Directors, or such other number of Directors not exceeding 10 as the Directors think fit, in office at all times.";

• (h) clause 15.4(b) of the Constitution be repealed and replaced with the following:

"Any Director who is remunerated as an executive Director may only be paid fees under clause 15.4(a) if the Directors determine that the Director should be compensated for any special duties or responsibilities which are not recognised in his or her executive remuneration and the Directors may determine the extent, if any, to which such Directors may be paid fees under clause 15.4(a)."

• (i) clause 25.3(b) of the Constitution be repealed and replaced with the following:

"(b) if posted:

(i) to an address within Australia, by ordinary post; and (ii) to an address outside Australia, by airmail,

and in either case is taken to have been received on the day after the date of its posting;"

OTHER BUSINESS

To consider any other business that may be brought forward in accordance with the Constitution of the Company or the law.

By Order of the Board

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Shane Turner Director/Secretary

DATED this 14 October 2011

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EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the purposes of the Corporations Act. The purpose of this Explanatory Memorandum is to provide Shareholders with all the information known to the Company that is material to Shareholders in deciding whether or not to approve the resolutions as set out in the Notice of Annual General Meeting.

The Directors recommend that Shareholders read this Explanatory Memorandum in full and in conjunction with the Notice of Annual General Meeting before making any decision in relation to the proposed resolutions.

ITEMS OF ORDINARY BUSINESS

Ordinary Resolution 1 – Adoption of Remuneration Report

Under Section 250R of the Corporations Act, Shareholders have the opportunity to pass a non-binding resolution on the Remuneration Report at the Annual General Meeting and, under section 250S of the Corporations Act, the Chairman must allow the Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Remuneration Report, which explains the Board's policies in relation to the nature and level of remuneration paid to key management personnel of the Company and which sets out the remuneration details for each of them, forms part of the Directors' Report included in the Annual Report.

Members should note that, as specified in Section 250R of the Corporations Act, Resolution 1 is a non-binding resolution and is not binding on the Company.

However, if the vote to approve the Remuneration Report receives a "no" vote by at least 25% of the votes cast, this will constitute a "first strike". Where this occurs, the Company's subsequent remuneration report must include an explanation of the Board's proposed action in response to the "no" vote or an explanation of why no action has been taken.

If:

• (a) a "first strike" occurs at the Annual General Meeting; and

• (b) the Company's subsequent remuneration report also receives a "no vote" at the 2012 Annual General Meeting of at least 25% of the votes cast,

then at the 2012 Annual General Meeting Shareholders will be asked to vote on a "spill resolution" under section 250V of the Corporations Act.

The Board abstains from making a recommendation in relation to this resolution.

Voting exclusion statement on Resolution 1

The Company will disregard any votes cast on this resolution by:

• (a) a member of the key management personnel (KMP), details of whose remuneration are included in the Remuneration Report; and

• (b) a close related party of such a member.

However, the Company need not disregard a vote of a person described above if:

• (a) the person casts the vote on the resolution as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (b) the vote is not cast on behalf of a person described above.

If a KMP (or their closely related party) is appointed as a proxy but that proxy does not specify the way the proxy is to vote on the resolution pertaining to the Remuneration Report (ie an undirected proxy), the proxy must not be exercised.

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However, if the KMP (or their closely related party) that is appointed as an undirected proxy is the chair of the Meeting, and the Shareholder expressly provides informed consent for the chair to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of the chair, the prohibition does not apply and the chair may cast the undirected proxy vote as he or she sees fit.

Ordinary Resolution 2 – Re-election of Mr. Shane Turner

Mr. Shane Turner was appointed by the Board as a Director on incorporation of the Company on 24 January 2011 and retires by rotation in accordance with the Company’s Constitution and the ASX Listing Rules and, being eligible for reelection, offers himself for re-election at the Annual General Meeting.

Mr Turner’s experience and qualifications are set out in the Annual Report.

The Directors (other than Mr. Shane Turner) recommend that Shareholders vote in favour of Ordinary Resolution 2.

ITEMS OF SPECIAL BUSINESS

Special Resolution 3 – Amendment to Constitution

Under section 136 of the Corporations Act a company's constitution can only be amended by special resolution.

Section 201A of the Corporations Act prescribes that a public company must have a minimum of 3 directors, 2 of which reside in Australia. Currently, clause 15.1(a) of the Company's constitution provides for a minimum of 4 directors. The Company is proposing the amendment to clause 15.1(a) to provide the Company with greater flexibility in the composition of the Board as permitted under the Corporations Act.

Resolution 3 also contains a number of definitional amendments to the Company's constitution to make it consistent with definitions used in related standards, regulations or by statutory bodies.

“The Directors recommend that Shareholders vote in favour of Special Resolution 3.”

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GLOSSARY

In the Notice of Meeting and Explanatory Memorandum, unless the context otherwise requires:

$ means Australian dollars.

AEST means Australian Eastern Summer Time as observed in Melbourne, VIC.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited. ASX Listing Rules means the Listing Rules of ASX.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Australia. Board means the current board of directors of the Company.

Company means MRG Metals Limited.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum.

Proxy Form means the form accompanying this Notice of Meeting.

Ordinary Resolutions means resolutions 1 and 2 set out in the Notice of Meeting or any one of them as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.